News Corporation (NWSA) Earnings Call Transcript & Summary

Welcome to the Annual Meeting for News Corp. Our host for today's call is Michael Florin, Head of Investor Relations. [Operator Instructions] I will now turn the call over to your host, Mr. Florin. You may begin, sir.

Thank you, operator. The following presentation may include certain forward-looking information. Actual results could differ materially from what is said due to risks and uncertainties. For more details, please refer to News Corporation's SEC filings, which identify risks and uncertainties that could cause actual results to differ and which contain certain cautionary statements about forward-looking information. I will now introduce Mr. Rupert Murdoch, Executive Chairman of News Corporation.

Good afternoon, ladies and gentlemen. It's my pleasure to welcome all of you to the 2021 Annual Meeting of Stockholders. Thank you for joining us today. I'm pleased to report the new News Corp's 8th year has been our most profitable year and the success is spread across all our businesses. I'm grateful to all of you who made this possible, including our customers, our audiences, readers and employees. We will certainly not rest on our laurels. We will intensify our efforts to increase audiences and enhance profitability. I'd like to make a couple of broader points on this occasion. For many years, our company has been leading the global debate about big digital. What we have seen in the past few weeks about the practices of Facebook and Google, surely reinforces the need for significant reform. There is no doubt that Facebook employees try to silence conservative forces and a quick Google News search on most contemporary topics often reveals a similar pattern of selectivity or to be blunt, censorship. Second is the collusion between the 2 companies on ad tech, as alleged in the Texas Attorney General's complaint, is extraordinary. Let's be very clear about the consequences of that digital ad market manipulation. Obviously, publishers have been materially damaged. The companies have also been overcharged for their advertising and consumers have thus, paid too much for products. Thirdly, both of these issues highlight the fundamental need for algorithmic transparency. The idea falsely promoted by the platforms that algorithms as somehow objective and solely scientific is complete nonsense. The algorithms are subjective and they can be manipulated by people to kill competition, damage other people, publishers and businesses. Finally, the current American political debate is profound, whether about education or welfare, or economic opportunity. And it's crucial to conservatives to have active, forceful role in that debate. But that will not happen, if President Trump stays focused on the past. The past have passed and the country is now in a cruel contest to define the future. We are passionate in our future, expanding our reach, revenue and are continuing to deliver profitable growth. You've seen some potential over the past year, and that momentum has been maintained for the first quarter of this financial year. These have been testing times, but we emerged more confident than ever of the future. We thank you again for your support, and we'll continue to strive to improve our products and our profits. I now turn the program to our Chief Executive, Robert Thomson, who will share some remarks on his own.

Thank you, Rupert. The past year has been a severe test as the stresses of a pandemic have stretched the social fabric and the commercial canvas. We are grateful to the employees of News Corp, who have navigated these testing times with professionalism and with principle. Their collective efforts have been a catalyst for our company's impressive results this year. Those results are also a tribute to the enduring culture created by and curated by Rupert and Lachlan Murdoch. Overall, revenues in fiscal 2021 rose, while profitability improved significantly. We invested in our core pillars with the acquisition of Investor's Business Daily, Mortgage Choice and the Books & Media division of Houghton Mifflin Harcourt. We also continued to simplify the business, and our strong cash generation has given us increased optionality. With our cash balance exceeding $2.2 billion at the end of June, in August, we took advantage of the required sale of OPIS, which we expect to transform the Dow Jones Professional Information Business. Our robust cash balance and strong free cash flow enabled us to launch a buyback program of up to $1 billion. The Board's authorization of this landmark decision follows determination of the stockholder rights agreement, which was in place since our relaunch in 2013. Dow Jones had its most profitable year since it was acquired in 2007. And HarperCollins and Move also recorded their most profitable years, and we believe there is much more growth ahead. We are also seeing the revaluation of our content through landmark news payment agreements with the major tech platforms. These deals, the financial terms of which are confidential, will add significant revenue annually, clearly into nine figures. At Dow Jones, subscriber growth continue to pace, with a significant increase in segment EBITDA for the year, up 41%. At The Wall Street Journal, subscriptions reached nearly 3.5 million. Digital-only subs now comprise nearly 80% of total subscriptions. The acquisition of Investor's Business Daily, a high-margin digital operation, provides new opportunities to cross-sell and upsell across the Dow Jones portfolio. At our Risk and Compliance business, revenues increased 23%, marking 6 straight years of over 20% growth. In Subscription Video Services, our early emphasis on streaming and securing long-term sports and entertainment rights has put Foxtel on a decidedly upward trajectory. Paying subscribers were 40% higher and fiscal year revenue rose 10%, while segment EBITDA growth was 11%. As was made clear in September's Foxtel Strategy Day, the Foxtel narrative has changed decisively and positively. Where once we were being asked whether we would need to put extra funds into Foxtel, now we have attractive options for a growing and contemporary business with a tangible upside. Digital real estate is another fast-growing sector for the company and we are proud of the performance of both REA and realtor.com. There has been a realtor.com renaissance, with fiscal 2021 profit contribution for Move increasing by $100 million. For the year, revenue grew by 36%, accelerating to 68% in the fourth quarter. REA had a supernal year, with revenue growth of 27%. One lesson of the pandemic is that families and investors have focused on property as both a source of returns and of security. HarperCollins is another robust and resilient source of revenue, growth, profit and cash generation. Revenue for the full year rose 19%, while segment EBITDA was 42% higher. The company's prospects were bolstered by the Houghton Mifflin Harcourt Books & Media segment, with its library of 7,000 titles, including the perennially popular George Orwell and the U.S. rights to J.R.R Tolkien's works. So we now have global English language rights to those powerful properties. There has been a strong improvement in the profitability of the News Media businesses, with News UK, News Corp Australia and The New York Post in particular, all performing well. In the U.K., The Sun remains the country's largest digital news brand. News Corp Australia converted most of our regional and community papers to digital-only platforms, and we saw a 25% increase in digital subscribers at the mastheads in the fourth quarter. News Corp is generating record profits and cash, and that has given us the ability to make opportunistic acquisitions and generate even more momentum. We will be thoughtful and strategic in deploying our assets and will, as always, be cognizant of our responsibility to and the interest of all our shareholders. Thank you.

Thank you, Robert. I now call the meeting to order. We are joined today by the Board of Directors, my Co-Chairman, Lachlan Murdoch; Kelly Ayotte; José María Aznar; Natalie Bancroft; Independent Lead Director, Peter Barnes; Ana Paula Pessoa; and Masroor Siddiqui. Also joining us, our Chief Financial Officer, Susan Panuccio; General Counsel, David Pitofsky; Corporate Secretary, Michael Bunder; Head of Investor Relations, Michael Florin; and Matt Askins and Zach Dabah of Ernst & Young, the company's independent registered public accounting firm. I will now ask our Corporate Secretary, Mr. Bunder, to proceed with the formal portion of the meeting. Thank you.

Thank you, Mr. Chairman. This meeting is held pursuant to a Notice of Annual Meeting of Stockholders made available or mailed on or about October 25, 2021, to each record holder of the company's common stock as of October 11, 2021. The agenda and rules and procedures for conduct are accessible on the virtual meeting portal and outline how we will proceed with today's meeting. [Operator Instructions] A list of stockholders of record entitled to vote at this meeting has been available for examination for the past 10 days and is also accessible during this meeting through the virtual meeting portal. In accordance with the company's bylaws, the Board has appointed Mr. Jim Raitt from American Election Services as the Independent Inspector of Elections for this meeting. Inspector of Elections has examined the proxies received and reports that holders of a majority in voting power of all of the outstanding shares of stock entitled to vote at the meeting are present in person or represented by proxy. Therefore, I hereby declare a quorum present at the meeting. We opened the polls at the beginning of the meeting through the virtual meeting portal. Only Class B common stockholders of record as of the record date or their valid proxy holders are eligible to vote during this meeting. If you voted or returned a proxy card before the meeting, it is not necessary to vote again. If you wish to cast your vote now or wish to change or revoke a previous vote, you may do so by clicking the Vote Here button on the virtual meeting portal. We have 4 items on today's agenda. Proposal 1 is the election of 9 directors. The Board has nominated the following 9 individuals to serve as directors: Rupert Murdoch, Lachlan Murdoch, Robert Thomson, Kelly Ayotte, José María Aznar, Natalie Bancroft, Peter Barnes, Ana Paula Pessoa and Masroor Siddiqui. If elected, each of these director nominees will serve a 1-year term expiring at the 2022 Annual Meeting or until his or her successor is duly elected and qualified. Proposal 2 is the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending 20/30/2022 (sic) [ 06/30/2022 ] Proposal 3 is an advisory vote to approve executive compensation. We also have a stockholder proposal filed by Mr. Kenneth Steiner to eliminate supermajority voting provisions in the company's Certificate of Incorporation and Bylaws. After I briefly summarize the Board's position on this proposal, Mr. Steiner's representative, Ms. Franklin, will be invited to speak on the proposal. As stated in the proxy statement, the Board has carefully considered Mr. Steiner's proposal and unanimously recommends that stockholders vote against the proposal for the following reasons. A simple majority of votes cast is already our default voting standard for most matters submitted to company stockholders, including the election of directors in uncontested elections. The vote of a majority of shares outstanding is required to remove directors or to increase or decrease authorized capital stock. A supermajority vote, a vote of 65% of the stockholders entitled to vote, is required only to amend certain fundamental provisions of the company's Certificate of Incorporation and to amend the bylaws. The Board believes that retaining a supermajority voting standard in these limited circumstances is necessary to protect the interest of all stockholders. These provisions provide a greater voice on corporate structure and governance matters to a broader mix of stockholders by granting a minority group of stockholders the ability to defeat a proposed fundamental change. Finally, the Board believes the proposal is unnecessary in light of the company's sound corporate governance policies and practices, which promote Board accountability and reinforce the company's strong commitment to the creation of long-term sustainable value. Therefore, the Board has concluded that the adoption of Proposal 4 is not in the best interest of the company's stockholders and recommends a vote against this proposal. Operator, would you please open Ms. Franklin's line so she may speak on the proposal?

Hello. Can you hear me okay?

Yes.

We can hear you, yes.

Okay. Here we go. Proposal 4, Simple Majority Vote. Kenneth Steiner, sponsor. Shareholders request that the Board of Directors take the necessary steps so that each voting requirement in the charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be 1 of 6 entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance, by Lucian Bebchuk of the Harvard Law School. Supermajority requirements are used to block proposals supported by most shareowners, but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs and FirstEnergy. These votes would have been higher than 74% to 88%, if more shareholders had access to independent proxy voting advice. The proponents of these proposals included Ray T. Chevedden and William Steiner. This proposal topic also received overwhelmingly 99% support at the 2019 Fortive Annual Meeting and 93% support at the 2020 Centene Corporation Annual Meeting. Currently, a 1% minority can frustrate the will of our 64% shareholder majority in an election with 65% of shares casting ballots. In other words, a 1% minority could have the power to prevent shareholders from improving the governance of the company for the benefit of all shareholders. This can be particularly important during periods of management underperformance or an economic downturn. Currently, the role of shareholders is diminished because the management can simply ignore an overwhelming 64% vote of shareholders. Adoption of this proposal will make News Corp more competitive in its corporate governance. The timing is right because each News Corp director received negative votes of between 12% to 22% in 2020, in spite of overwhelming support from the insider shares that own 40% of News Corp. By contrast, directors at well-managed companies with minimal insider shares routinely receive about 5% in negative votes. Please vote yes, Simple Majority Vote, Proposal 4. Thank you very much.

Thank you, Ms. Franklin.

Thank you. At this time, we will address questions from common stock and CDI holders or their proxyholders or qualified representatives on the foregoing proposals only. A general Q&A session will follow later in the meeting. I will ask Mike Florin, Head of Investor Relations to please state any questions on the proposals received.

Thank you, Michael. There are no questions on the proposal. I'll turn it back to Michael.

Thank you, Mike. There will now be a brief pause to permit any stockholders who wish to cast their votes to do so. As a reminder, if you have properly submitted your proxy card or voted by telephone or Internet prior to this meeting, your vote has been received by the Inspector of Elections, and no further action is needed at this time. [Voting]

It is now 3:24 p.m. Eastern Standard Time on November 17, 2021. The polls are now closed. A preliminary report of the Inspector of Elections reflects that more than a majority of the eligible votes cast have been voted for the election of the director -- each of the director nominees; for the ratification of the selection of Ernst & Young; for the advisory approval of executive compensation; and against the stockholder proposal. On behalf of the company and the Board of Directors, thank you for your continued support. The final results of this meeting will be filed with the SEC following this meeting. Mr. Chairman, will you now call for the meeting to be adjourned?

Thank you. The formal portion of the meeting is now adjourned.

Thank you, Mr. Chairman. We will now address questions related to the business and operations of the company in accordance with the rules and procedures for conduct, which is available on the virtual meeting portal. Common stock and CDI holders or their proxyholders or qualified representatives were invited to submit questions in advance of this meeting and may also submit questions during this meeting through the virtual meeting portal. Questions submitted in accordance with the rules and procedures for conduct will generally be addressed in the order received. Answers to any questions that we are not able to address during the annual meeting due to time constraints will be published following the meeting in the Investor Relations section of the company's website at www.newscorp.com. We will attempt to group substantially similar questions together and answer them one at a time. Mike Florin, Head of Investor Relations, will be moderating today's Q&A. Mr. Florin, would you please state the first question?

Thank you, Michael. Our first question is, what are we doing to ensure impartiality in news coverage?

Chairman, I'll take that question. This is Robert Thomson, Chairman. We're genuinely proud of the strenuous efforts made by our journalists around the world. When we look at the amount of disinformation proliferating on digital platforms and in what is loosely referred to as the mainstream media, for example, the Russia collusion narrative and compare that deliberate disinformation to our journalists' quest for truth, there's no doubt that our reporters have the objective of being objective and that our columnists, as they should and very diversely so, have the objective of being subjective. And I am personally proud and professionally proud of our journalists efforts in the U.S. and around the world.

Our second question is, why did the News Corp publication, The Wall Street Journal, published an op-ed by Donald Trump that was filled with proven lies about the outcome of the 2020 Presidential Election?

Go ahead, Robert.

Thank you, Chairman. Well, the editorial page of The Wall Street Journal has complete independence and we respect and cherish that independence. We are genuine believers in the contest of ideas and the arbitrary censoring of a former President, however flawed his arguments, is inappropriate. You will obviously have noticed that the editorial page intelligently and coherently dissected and dessicated his arguments, and every other media outlet was able to assess the logic of the missive on their platforms.

Our third question is, the Board and almost all Boards make too much in compensation. Could you set an example and all take a 20% pay cut?

I'll take this question, Chairman, on -- the compensation policies of the directors and for the company more generally, follow a rigorous research and the use of relevant metrics by independent compensation advisers. These are not arbitrary numbers and the highest standards are expected of all the directors. It should also be noted that directors' cash retainer was reduced by 20% during the first year of COVID and that the Executive Chairman chose to cut his bonus by 100%. And that our executives around the world took significant cuts in their bonuses, which comprise a large proportion of their compensation. I would like to note that the directors of News Corp deserve particular applause for their stark support of our campaign to hold big digital accountable. The directors had the foresight to pursue this issue, when most media companies were either too ignorant or too intimidated to take a public stand. It would thus be appropriate if the media companies around the world, now benefiting from our advocacy, were to send a note of gratitude to our directors and a commission check to the company, which we will add to general revenue.

Our fourth question is, there's enormous discount that exists because the complexity arising from REA constituting such a large portion of News Corp's net asset value. Can you please explain how and why keeping digital real estate integrated when News Corp's wholly-owned assets is in the best interest of News Corp shareholders?

We are constantly reviewing our structures and strategies. You can see that from the number of divestments in recent years as well as the resegmentation of Dow Jones. We're in a strong position on digital property, in part because we have been using our media assets to drive audience at REALTOR. And that logic inspired Lachlan's initial investment in REA, which has been phenomenally successful. You've seen the express rates of growth at REALTOR in recent quarters and real estate revenue overall rose 47% in the first quarter compared to a year earlier. Net-net, we paid around $700 million for REALTOR and that company is now reckoned by independent analysts to be worth as much as $7 billion. And I can only speculate what it will be worth 5 years hence. So we have surely increased the value for our shareholders by driving the businesses here and in Australia. So we will always have a vigorous debate about structure.

Our fifth question is, Twitter and other mainstream online platforms censored attempts by the public to link articles in The New York Post to Hunter Biden. What steps have been taken or will be taken by News Corp to confront this censorship?

We strongly oppose censorship and the cancel culture designed to silence diverse voices. As Rupert mentioned, there is obvious censorship as was experienced at The New York Post and a more subtle institutionalized censorship in big digital. It's a confluence of the institutional, the technological, the social and political, and it is important that we stand firm against that morbific movement to mute. We believe sincerely in the contest of ideas, not the conquest of ideology. And our editors and journalists around the world will continue to fight that crucial fight. And I'm sure that Alexander Hamilton, the founder of The Post, would have been proud of the editors and the reporters at The New York Post for their principled stand.

Our sixth is a comment. Once again, News Corp has delivered on earnings and the creation of a very valuable asset. Spin-offs are usually a price to trade at a premium multiples. In my view, I expect News Corp to more truly reflect the actual higher value. Let us not forget we have always profited from investments led by Rupert and Lachlan.

Thank you very much.

Question seven, going forward, what do you see as the biggest challenge facing the company in 2022? And what's the greatest opportunity?

Chairman, do you have any views?

I think just more vigorous expansion of all our digital efforts. I mean the future is digital and we are there with both feet.

There are no further questions. The Q&A portion of our meeting is now concluded. Thank you all very much for attending our annual meeting. Have a wonderful day.

Thank you.

This now concludes the annual meeting for News Corp. Thank you for joining, and have a pleasant day.